Share
- Release Date: 23/10/13 16:10
- Summary: WAV/RULE: PEB: PEB - Waiver from Rule 7.10.5
- Price Sensitive: No
- Download Document 6.32KB
PEB
23/10/2013 14:10
WAV/RULE
REL: 1410 HRS Pacific Edge Limited
WAV/RULE: PEB: PEB - Waiver from Rule 7.10.5
NZX Regulation Decision
Pacific Edge Limited
Application for a waiver under NZSX Listing Rule 7.10.5
22 October 2013
?
Background information to application for waiver
1. Pacific Edge Limited ("PEB") is a Listed Issuer with ordinary shares
quoted on the NZX Main Board.
2. PEB proposes to undertake a pro-rata 2 for 15 renounceable rights offer
("Rights Offer") for the issue of new ordinary shares ("New Shares") at an
issue price of $0.55 per New Share, in accordance with NZSX Listing Rules
("Rule") 7.3.4(a).
3. The Rights Offer is to be offered to existing shareholders by way of a
simplified disclosure prospectus ("Prospectus") and will be open to PEB's
shareholders with a registered address in New Zealand on the record date
("Eligible Shareholders").
4. A maximum number of 37,358,637 New Shares (subject to rounding) are to be
issued under the Rights Offer. Each New Share will be of the same class as
the existing equity securities of PEB quoted on the NZX Main Board.
5. PEB wishes to offer Eligible Shareholders who accept their entitlement in
full the option to apply for additional New Shares under the Rights Offer to
the extent of any shortfall in the Rights Offer ("Oversubscription
Facility").
6. The allocation of New Shares under the Oversubscription Facility will
occur as follows:
(a) To applications for New Shares who would otherwise hold less than the
minimum holding of 1000 shares after the Rights Offer, to the extent
necessary to enable them to hold the minimum holding (and if necessary,
pro-rata based on the entitlement of such applications, to the extent
available);
(b) To the extent that there are additional New Shares remaining unallocated
in the Oversubscription Facility, applicants are to be allocated the lesser
of:
i. The number of additional New Shares applied for by the applicant under the
Oversubscription Facility (up to a maximum of 100% of the applicant's
entitlement ("Maximum Oversubscription"));
ii. The number of additional New Shares applied for (up to the Maximum
Oversubscription), scaled in direct proportion to the aggregate holdings of
applicants as at the record date.
7. Additionally, PEB proposes that any New Shares not allocated as part of
the Oversubscription Facility would then be offered for sale in a shortfall
bookbuild in which eligible bookbuild investors will be able to bid for the
remaining New Shares at a price at or above the relevant subscription price
in relation to the Rights Offer (the "Shortfall Bookbuild").
8. Rule 7.10.5 prohibits renounceable rights from entitling holders to more
securities than they are entitled to subscribe for, except to enable
acquisition of the number of securities required to give that holder a
minimum holding.
?
PEB's application for waiver
9. PEB has applied to NZX Regulation ("NZXR") for a waiver from Rule 7.10.5
to enable Eligible Shareholders to make applications in excess of their
pro-rata entitlement in accordance with the Oversubscription Facility.
10. In support of its application, PEB submits that:
(a) The Oversubscription Facility will assist PEB by increasing the amount
likely to be received under the Rights Offer in accordance with the objective
of raising additional capital.
(b) The provision of the Oversubscription Facility is seen by the directors
as "good governance", as it enables existing shareholders to increase their
investment in PEB in a cost efficient manner and limits the dilution that
will occur if the Shortfall Bookbuild is relied on solely.
(c) Rule 7.5 will continue to apply. The directors of PEB do not perceive any
risk of any shareholder materially increasing their ability to exercise
control over PEB by way of the Oversubscription Facility.
(d) The Oversubscription Facility will be offered to Eligible Shareholders
only. This limitation prevents a new shareholder buying a small number of
rights and then applying for a large number of shares via the
Oversubscription Facility. There is also additional protection given the cap
on the Oversubscription Facility being 100% of an Eligible Shareholder's
entitlement.
(e) NZXR has previously granted waivers in similar circumstances.
Rule 7.10.5
11. Rule 7.10.5 provides:
Renounceable Right shall not entitle the holder of the Right to apply for
more than the entitlement of Securities except to enable acquisition of the
number of Securities needed to give that holder a Minimum Holding.
NZX Regulation's decision to grant the waiver
12. On the basis the information provided to NZXR is complete and accurate in
all material respects, NZXR hereby grants PEB a waiver from Rule 7.10.5 so
that PEB may offer the Oversubscription Facility in respect of the Rights
Offer, subject to the following conditions:
(a) That additional New Shares are allocated to applicants under the
Oversubscription Facility in accordance with the procedure set out in
paragraph 6 of this decision;
(b) NZXR is satisfied the terms of the Oversubscription Facility are
sufficiently disclosed in the Prospectus; and
(c) The Prospectus states that NZXR has granted a waiver from Rule 7.10.5 and
details the conditions of the waiver.
Reasons for NZX Regulation's decision
13. In coming to the decision to grant PEB a waiver from the requirements of
Rule 7.10.5, NZXR has considered that:
(a) the terms of the allocation of New Shares offered via the
Oversubscription Facility will ensure that, to the greatest extent possible,
New Shares are allocated in proportion to the number of existing shares held
by the applicants at the record date;
(b) Rule 7.5.1 continues to apply and will protect the rigths of existing
shareholders. Rule 7.5 specifically restricts the issue of any shares that
could be significantly likely to result in any person or group materially
increasing their ability to exercise effective control of PEB;
(c) the provision of the Oversubscription Facility will increase the
likelihood of PEB raising the necessary capital sought, and will ensure that
existing shareholders obtain any benefit through the Rights Offer to the
fullest extent possible; and
(d) there is precedent for this decision including waivers granted to New
Talisman Gold Mines Limited (24 October 2012), EBOS Group Limited (29 May
2013) and Vital Healthcare Property Trust (4 July 2013).
ENDS
End CA:00242764 For:PEB Type:WAV/RULE Time:2013-10-23 14:10:13
